2. Central Pennsylvania Mensa is a local group of American Mensa, Ltd., and is subject to the Constitution of Mensa, the Bylaws of American Mensa, Ltd., and the resolutions adopted by the American Mensa Committee. American Mensa, Ltd., is herein abbreviated as "AML" and the American Mensa Committee as "AMC".

Article II. MEMBERSHIP

1. Membership in Central Pennsylvania shall be open to all members of AML in good standing in the geographic areas assigned by the AMC, or as otherwise assigned by AML.

2. Mensa members in good standing who are not also members of Central Pennsylvania Mensa are welcome to participate in the social activities of the local group at the discretion of the host or hostess. The National Ombudsman, his surrogate, and members of the AMC shall be permitted to participate in the business affairs of the local group in the discharge of their official duties.

Article III. ADMINISTRATION

1. The governing body of Central Pennsylvania Mensa shall be an Executive Committee, hereafter referred to as ExCom, consisting of three members plus one additional member for each whole group of two-hundred (200) members in the local group on January first of the election year. At its first meeting, each new ExCom shall elect three officers from its own ranks: a Local Secretary (Local chair), a Deputy Local Secretary (Vice Chair), and a Treasurer. The ExCom reserves the right to withdraw any appointment. The term of office for all appointed positions expires at the end of the term of the appointing ExCom. The ExCom shall direct the disbursement of the local group funds and provide for the effective functioning of Central Pennsylvania Mensa. The ExCom may appoint a member of the local group to replace any member of the ExCom who is absent from three consecutive ExCom meetings, resigns, is removed from office by recall election, or is unable to serve.

2. An annual financial review shall be conducted during the month in which a newly elected ExCom takes office. This review shall be conducted by someone other than those involved in issuing and/or collecting money during the review period, and shall include viewing actual statements from banks and any other institutions where Central PA Mensa's money is deposited or held.

3. Central PA Mensa will select one or more mediators to pursue local resolution of disputes and will select one or more arbitrators to pursue resolution of disputes in other groups. The same person may hold both positions. It is preferred that this position be filled by someone not currently serving on the ExCom, due to the potential for conflicts of interest.

Article IV. PUBLICATION

1. Central Pennsylvania Mensa shall have an official monthly publication, hereafter called Newsletter. The ExCom shall appoint a member of the local group to serve as Editor of the official publication for an indefinite term. The Editor shall print a full copy of the current bylaws after any duly-approved change to the bylaws. Thereafter, any member may request a copy of the current bylaws, to be provided at no charge. The availability of such copies shall be periodically posted in the Newsletter. Any member may request a copy of the current membership directory, compiled per membersí privacy preferences as provided by AML, to be provided at no charge. The availability of such directories shall be periodically posted in the Newsletter. The Editor may be removed only by recall procedures, resignation, or by unanimous vote of the quorum present of the ExCom. The outgoing Editor shall turn over all files in good order to the incoming editor no later than 15 days after the outgoing Editor leaves office.

Article V. LOCAL SECRETARY (Local Chair)

1. The Local Secretary (Local Chair), hereafter referred to as LocSec, shall be the principal administrative officer of the local group. The LocSec shall preside at all business meetings of the ExCom and at other meetings as appropriate of Central Pennsylvania Mensa. The LocSec shall also function as the liaison with other local groups and American Mensa, Ltd. The LocSec may also appoint members of the local group to act as Coordinators or Committee Members as deemed necessary. The ExCom reserves the right to withdraw any appointment. The term of office for all appointed positions expires at the end of the term of the appointing ExCom. The office of LocSec will be limited to two consecutive terms.

2. The LocSec shall be charged with notifying AML (through the national office) within two weeks of the results of elections, and of changes in the officers of the local group.

3. The LocSec shall be charged with being the chief point of contact between AML and the local group. By agreeing to be LocSec, the LocSec agrees to pass along information to and from the group in a timely fashion.

Article VI. DEPUTY LOCAL SECRETARY (Vice Chair)

1. The Deputy Local Secretary (Vice Chair), hereafter referred to as Deputy LocSec, shall assist the LocSec in administering the business of the local group, and shall preside in the absence of the LocSec. The Deputy LocSec shall succeed immediately and automatically to the office of LocSec in the event that the LocSec fails to discharge the duties of his/her office, resigns, is removed from office, or is unable to serve. The ExCom shall elect, from its own ranks, a new Deputy LocSec as soon as possible should that position become vacant for any reason.

Article VII. TREASURER

1. The Treasurer shall disburse the funds of Central Pennsylvania Mensa as directed by the ExCom. He/she shall maintain the financial records of the local group and present a statement of finances at each business meeting.

2. The Treasurer shall submit to the LocSec at least quarterly the actual statements from banks and any other institutions where the group's money is deposited or cause a statement to be sent directly to the LocSec or designee (who must be a second officer of the group).

3. The Treasurer shall render a semi-annual financial report to the ExCom which shall also be published in the Newsletter. The financial report shall contain schedules of income, expenses, and balances for all funds under the control of the group, including Regional Gathering, scholarship, or other special funds. The financial report shall also include a listing of all equipment owned by the group.

4. Each November, the Treasurer shall submit a budget to the ExCom for approval and subsequent publication in the Newsletter.

5. The ExCom shall elect, from its own ranks, a new Treasurer as soon as possible should that position become vacant for any reason.

Article VIII. BUSINESS MEETINGS

1. At least six business meetings of the ExCom will be held each year, each meeting in a different month with at least one meeting in each calendar quarter, and all meetings shall be open to the membership. At least half of the current ExCom membership must be present, in person or by tele-presence, to constitute a quorum, and no proxies shall be allowed. Business meetings will be held at a time and location announced in advance in the Newsletter. A special meeting may be arranged by any member of the ExCom via timely notification of all members of the ExCom. The only business that may be conducted at a special meeting is that business described in the notification. Likewise, a special meeting of the general membership may be called by any member in good standing, provided sufficient notice is given to all members. Roberts' Rules of Order, Newly Revised, latest edition, shall be the parliamentary authority for Central Pennsylvania Mensa.

Article IX. ELECTIONS

1. All elected and appointed officers shall be current members in good standing of American Mensa Ltd. and of Central Pennsylvania Mensa.

2. No later than January 1st of each odd-numbered year, the ExCom shall appoint a Nominating Committee consisting of three members, one of whom shall be appointed Chairman by the ExCom. No member of the Nominating Committee shall be a member of the ExCom, or a candidate for elective office in the forthcoming election. The Nominating Committee shall, no later than the deadline for the February Newsletter, nominate one or more candidates for each elective office. The membership of Central Pennsylvania Mensa shall be notified of these nominations in the February issue of the Newsletter. Additional nominations may be submitted to the Chairman of the Nominating Committee no later than March first by a petition bearing the signatures of at least five members of the local group.

3. If the entire slate of candidates for election is unopposed, such slate shall be considered elected by acclamation without further formal election procedures. Otherwise, no later than March 1st, the ExCom shall appoint an Election Committee consisting of three members, one of whom shall be appointed Chairman by the ExCom. No member of the Election Committee shall be a member of the ExCom or a candidate for elective office in the forthcoming election. The Election Committee shall be responsible for conducting the election, receiving and counting the ballots, and certifying the results. Ballots shall be printed in the April issue of the Newsletter. Ballots must be returned to the Chairman of the Election Committee and received no later than April 30th or they will not be counted. The nominees receiving the greatest number of votes will fill the available seats of the ExCom. The Chairman of the Election committee will certify the results of the election to the LocSec and shall have them published in the June issue of the Newsletter. The new ExCom shall assume office at the time of the May monthly meeting and their term of office shall be two years.

4. All officers and appointees shall turn over all files, office equipment and materials pertaining to their offices to either their successor(s), to the Local Secretary, or to another member of the ExCom no later than four weeks after leaving office unless otherwise stated herein.

5. Members of the ExCom may be removed by reason of resignation, inability to serve, unexcused absence from three consecutive ExCom meetings, or by a recall election. A recall election shall be by petition, submitted to the ExCom, and citing the reasons for such action. The petition must bear the signatures of (1) ten percent of the members of the local group, or (2) twenty-five members of the local group, whichever is less. All applicable balloting provisions of a regular election must be held within 60 days of the submission of a properly qualified petition at either a regular or special meeting of Central Pennsylvania Mensa.

Article X. MENSA NAME AND LOGO

1. American Mensa, Ltd., has granted a royalty free, non-exclusive license to Central Pennsylvania Mensa for the use of the mark "Mensa" and a logo, consisting of a globe over a stylized "M" within a border, in connection with the non-commercial uses of Central Pennsylvania Mensa. AML retains full ownership of the mark and the logo and all statutory and common law rights in the mark and the logo.

Article XI. AMENDMENTS

1. Amendments to these bylaws may be proposed by a petition submitted to the ExCom. The petition must bear the signatures of (1) ten percent of the members of the local group, or (2) twenty-five members of the local group, whichever is less. Alternatively, amendments to these bylaws may be proposed directly by the ExCom. In either case, such proposals shall be submitted to the AMC for approval before being presented to the general membership of the local group. Upon such approval, the proposed amendments shall be published in the next issue of the newsletter along with a mail ballot. The deadline for the return of ballots shall be at least ninety days after the publication of the proposed amendments. An amendment to the bylaws shall require a 2/3 affirmative vote of all those voting. An amendment to the bylaws shall become effective after it has been ratified by the AMC according to the then current procedures.